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Proxy Voting for Board of Directors Meetings

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If you're looking for a Robert's Rules citation to share with others, here's RONR (12th ed) 45:2:

"One Person, One Vote.  It is a fundamental principle of parliamentary law that each person who is a member of a deliberative assembly is entitled to one -- and only one -- vote on a question.  This is true even if a person is elected or appointed to more than one position, each of which would entitle the holder to a vote.  For example, in a convention, a person selected as delegate by more than one constituent body may cast only one vote.  An individual member's right to vote may not be transferred to another person (for example, by the use of proxies)."

Also in 45:56:

"Absentee Voting.  It is a fundamental principle of parliamentary law that the right to vote is limited to the members or an organization who are actually present at the time the vote is taken in a regular or properly called meeting, although it should be noted that a member need not be present when the question is put.  Exceptions to this rule must be expressly stated in the bylaws.  Such possible exceptions include: (a) voting by postal mail, e-mail, or fax, and (b) proxy voting.  An organization should never adopt a bylaw permitting a question to be decided by a voting procedure in which the votes of persons who attend a meeting are counted together with ballots mailed in by absentees.  The votes of those present could be affected by debate, by amendments, and perhaps by the need for repeated balloting, while those absent would be unable to adjust their votes to reflect these factors.  Consequently, the absentee ballots would in most cases be on a somewhat different question than that on which those present were voting, leading to confusion, unfairness, and inaccuracy in determining the result..."

As mentioned above, it is possible that an applicable statute authorizes it, and if there were such a statute it would override the above-quoted provisions to the contrary, but that's a question for an attorney to help you with, noting all of the statutory nuances and identifying whether it applies to your type of organization.

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